UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report: March 28, 2005
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(Date of earliest event reported)
OSK CAPITAL III CORP.
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(Exact name of registrant as specified in its charter)
COLORADO 000-30023 84-1491676
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State of Commission IRS Employer
incorporation File Number Identification Number
1 Place Ville-Marie
Suite 2821
Montreal, Qc
H3B 4R4
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(Address of principal executive offices)
Tel: 514-448-6710
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(Issuer's telephone number)
P. O. Box 461029, Glendale, CO 80220
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(Former name or former address, if changed since last report)
Copies of all communications, including all communications sent to the agent for
service
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Joseph I. Emas, Esq.
Attorney at Law
1224 Washington Avenue
Miami Beach, FL 33139
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 14, 2005, we completed our acquisition of Ideal Medical Inc., a Texas
corporation, pursuant to an Agreement and Plan of Merger, the form of which is
attached as Exhibit 2.1 hereto. At the effective time of the merger, Ideal
Medical Inc. will be merged with and into our wholly owned subsidiary, OSK
Acquisition Corp., a Florida corporation, which will be subsequently dissolved
and merged into our company. On March 28, 2005, we determined that the Closing
Date shall be March 30, 2005.
All of the outstanding shares of Ideal Medical Inc. common stock shall be
converted by virtue of the merger at the Closing Date into shares of our common
stock (the "Merger Securities"). On or before the Closing Date, March 30, 2005,
each Shareholder of Ideal Medical Inc. shall surrender their outstanding shares
of Ideal Medical Inc. common stock existing immediately prior to the Closing
Date. Until so surrendered, any outstanding certificates or other documentation
which, prior to the Closing Date represented outstanding shares of Ideal Medical
Inc. common stock, shall be deemed for all corporate purposes to be surrendered.
Upon such surrender, shares of Ideal Medical Inc. common stock so surrendered
shall no longer be outstanding and shall automatically be canceled and retired
and shall cease to exist.
The foregoing description of the Agreement and Plan of Merger is qualified in
its entirety by reference to the Agreement and Plan of Merger, the form of which
is attached as Exhibit 2.1 hereto and incorporated herein by reference.
This report contains forward-looking statements as the term is defined in the
Private Securities Litigation Reform Act of 1995. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors. Therefore, actual outcomes
and results may differ materially from what is expressed or forecast in such
forward-looking statements. For a list and descriptions of such risks and
uncertainties, see the reports filed by us with the Securities and Exchange
Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
The financial statements required by this Item 9(a) will be filed by amendment
to this Form 8-K within the period permitted by Item 9(a)(4) of Form 8-K.
(b) Pro Forma financial information
The pro forma financial information required by this Item 9(b) will be filed by
amendment to this Form 8-K within the period permitted by Item 9(a)(4) of Form
8-K.
(c) Exhibits
Exhibits Description
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2.1 Agreement and Plan of Merger by and between Ideal Medical Inc,
OSK Acquisition Corp. and OSK Capital III, Corp., dated March
14, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undesigned hereunto duly authorized.
OSK CAPITAL III CORP.
DATE: March 28, 2005 /s/ Francis Mailhot
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Francis Mailhot President, CEO and Chairman
OSK CAPITAL III CORP.